TUCKER J. CIANCHETTE et al.
PEGGY A. CIANCHETTE et al.
Argued: April 10, 2019
Catherine R. Connors, Esq. (orally), Pierce Atwood LLP,
Portland, and Lee H. Bals, Esq., Jennie L. Clegg, Esq., and
Katherine M. Krakowka, Esq., Marcus Clegg, Portland, for
appellants Eric L. Cianchette, Peggy A. Cianchette, PET, LLC,
and Cianchette Family, LLC
Jennifer A. Archer, Esq. (orally), Timothy H. Norton, Esq.,
and Emily G. Atkins, Esq., Kelly Remmel & Zimmerman,
Portland, for appellees Tucker J. Cianchette and CBF
Benjamin P. Gilman, Esq., Maine Chamber of Commerce, for
amici curiae of Maine State Chamber of Commerce and
Associated General Contractors of Maine, Inc.
MEAD, GORMAN, JABAR, HJELM, and HUMPHREY, JJ. [*]
Peggy A. Cianchette, Eric L. Cianchette, PET, LLC, and
Cianchette Family, LLC (collectively, Peggy and Eric) appeal
from a judgment of the Superior Court (Cumberland County,
Warren, J.) denying their motions for judgment as a
matter of law and a new trial following a jury verdict in
favor of Tucker J. Cianchette on his claims for breach of
contract, breach of fiduciary duty, and fraudulent
misrepresentation. They argue that the court erred by (1)
allowing Tucker to proceed on a claim of fraudulent
misrepresentation based upon allegations that, at the time
the contract was executed, Peggy and Eric did not intend to
perform their obligations under the contract; (2) failing to
give a requested jury instruction; and (3) allowing Tucker to
proceed on a claim for breach of fiduciary duty when the
parties' relationship was governed by a
limited-liability-company operating agreement. We affirm the
The following facts, including all justifiable inferences,
are drawn from the trial record as viewed in the light most
favorable to the jury's verdict. See Hansen v. Sunday
River Skiway Corp., 1999 ME 45, ¶ 5, 726 A.2d 220.
In 2012, the owner of Casco Bay Ford (the dealership)-a Ford
vehicle dealership in Yarmouth, Maine-hired Tucker as general
manager. A year later, the owner approached Tucker and
offered to sell him the dealership and the real estate upon
which it sits. Because Tucker lacked the financial resources
to complete the purchase on his own, he brought the
opportunity to Peggy and Eric Cianchette, his step-mother and
father. Although the owner of the dealership was aware of
Peggy and Eric's prospective roles in financing the
purchase, he made it a condition of the sale that Tucker be a
part-owner of the dealership because he "would have
never sold the business to someone that [he] didn't know
and was not in the car business."
Together, Peggy, Eric, and Tucker formed PET, LLC (PET), to
purchase, own, and operate the dealership. Peggy and Tucker
are each 33% owners of PET, while Eric owns the remaining
34%. Peggy was named manager of PET and remains in that role
to date. Peggy and Eric formed a separate company, Cianchette
Family, LLC (Cianchette Family), to own the real estate where
the dealership is located.
Because the dealership is a certified Ford Motor Company
(Ford) dealership, Eric, Tucker, and Peggy each had to
receive certain approvals from Ford. Eric and Tucker were
required to personally guarantee a "floor plan"
line of credit to finance the dealership's vehicle
inventory, which they sought from Ford Motor Credit Company,
LLC (Ford Credit). Tucker was approved as "dealer
principal" or "F(ii)"-a person with proven
capacity in the vehicle dealership business who is approved
to be the face of the dealership and communicate with
Ford. Additionally, Ford approved a lease
agreement between PET and Cianchette Family for $23, 000 per
In December 2013, PET and Cianchette Family completed their
respective purchases of the dealership and the real estate.
Almost immediately following the sale, Peggy informed PET
that the rent would be nearly tripled to $65, 000 and would
be paid to a third party, Top of Exchange, LLC-a company
owned by Eric and a trust established for the benefit of
Peggy and Eric's children, excluding Tucker.
The next year, Peggy, Eric, and Tucker began discussions
about Tucker purchasing Peggy and Eric's shares of PET,
leaving him as the sole owner of the dealership. At
Eric's urging, Tucker obtained a loan commitment letter
from Androscoggin Savings Bank (Androscoggin). When Tucker
presented the commitment letter to Eric, however, Peggy and
Eric rescinded the offer to sell their shares. After Tucker
pushed Peggy and Eric for a reason why they had had him seek
a commitment letter for no reason, he was told "I guess
we just wanted to see you fail."
In 2015, Peggy directed Michael Cianchette-her son and
Cianchette Family's attorney-to move $600, 000 out of
PET's operating account with Ford Credit and into a new
account at Merrill Lynch that was opened by forging
Tucker's signature. Because the Merrill Lynch account
earned significantly less interest, and because Tucker's
compensation was based on all income earned by PET, including
interest, his compensation as general manager was reduced.
Additionally, Peggy, without any vote by PET's
shareholders, made a $375, 000 interest-free loan from PET to
Cianchette Family for use on a real estate project in
Florida. Tucker had no interest in or knowledge of the real
estate project. As of the trial date, the loan had not been
That same year, Peggy and Michael approached Tucker at the
dealership and presented him with a check for some of his
share of PET's profits and an amendment to PET's
operating agreement that they wanted him to agree to. The
amendment would have converted Tucker's shares in PET
into a new lower class of stock that would have allowed Peggy
and Eric to take all profits. The amendment also included a
waiver of claims for any and all violations of PET's
operating agreement that may have occurred up to that point.
Tucker refused to sign the amendment.
In September 2015, Peggy, Eric, and Tucker again began
discussing a sale of Peggy and Eric's interests in PET to
Tucker. When Tucker agreed, Peggy and Eric presented him with
a purchase and sale agreement that had been drafted by
Michael. However, as a condition of the agreement, Tucker was
required to first sign the amendment to PET's operating
agreement that he had previously refused to sign. Once again,
Tucker refused to the sign the amendment and, by extension,
the purchase and sale agreement.
Two months later, Peggy and Eric presented Tucker with two
separate purchase and sale agreements, one for their
ownership interests in PET and one for the real estate, each
agreement contingent on the successful closing of the other.
Peggy and Eric required him to pay a $150, 000 nonrefundable
deposit to enter into the agreements. Eric later explained
that he required the deposit because he wanted it to make it
"hurt" if Tucker failed to close the deal.
Tucker paid the deposit and signed the agreements with Peggy
and Eric. The following provisions were included within the
membership agreement and are pertinent to this appeal:
2.5 Closing Date and Place.
The consummation of the transactions referred to in this
Agreement (the "Closing") shall take place on
January 31, 2016 (the "Closing
Date")Notwithstanding the foregoing . . . Buyer shall
have the right to extend the Closing Date for not more than
thirty (30) days ... provided the purchase price shall
increase by $1, 000 for each calendar day the Closing does
not occur after January 31, 2016.
4.5 Proof of Ability to Close.
On or before November 30, 2015, Buyer shall provide Sellers
with a pro-forma closing statement showing expected sources
of funds sufficient to complete the transactions described
herein.... If Sellers, in their sole discretion, are not
satisfied that the Buyer has sufficient funding to close on
this transaction, the Sellers may terminate this contract
without penalty by providing Buyer with written notice of
termination on or before December 15, 2015 ....
6.2 Seller's obligations under this Agreement are
contingent upon buyer having obtained from Ford Credit the
release of any personal guarantees or other performance
guarantees given by either of Sellers in regard to Casco Bay
Ford's floor plan financing facilities and any other
personal guarantees which either Seller has given in regard
to PET or Casco Bay Ford to any person, including, but not
limited to vendors, Ford Motor Company, governmental
entities, and other credit providers....
To finance his purchase, Tucker secured a loan commitment
from Androscoggin and expected the approval of a loan
guarantee from the Small Business Association. Tucker also
received the approval of Ford to move forward with his
purchase and the approval of Ford Credit to secure a
"floor plan" in his name alone. Tucker provided
documentation of these approvals to Peggy and Eric. To his
surprise, Peggy accused him of being dishonest in his
disclosures and threatened to terminate the agreements unless
Tucker signed a new contingency agreement that required him
to provide new disclosures and that extended Peggy and
Eric's termination right to ...